Common use of Prospectuses and Proxy Statements; Voting Clause in Contracts

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter (or the Fund) shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably requestrequest (at the Company's expense with respect to other than existing Contract owners). If requested by the Company in lieu thereof, the Fund Underwriter (or the Fund) shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses document (such printing to be at the Company's expense with respect to other than existing Contract owners). 3.2 The Underwriter (or the foregoing Fund), at its expense, shall be borne as provided under Article V. 3.2. The print and provide the Fund's prospectus shall state that then current statement of additional information free of charge to the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Company and the Fund shall provide a copy of such SAI to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.statement. 3.3. 3.3 The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing distribution (at the Fund's expense) to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so 3.4 So long as and to the extent that the SEC or its staff continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or if and to the extent otherwise required by law, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Series for which instructions have been received. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account Account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts Account participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule A hereto, which standards will also be provided to the Fund may adopt and provide in writingother Participating Insurance Companies. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter (or the Fund) shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably requestrequest (at the Company's expense with respect to other than existing Contract owners). If requested by the Company in lieu thereof, the Fund Underwriter (or the Fund) shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses document (such printing to be at the Company's expense with respect to other than existing Contract owners). 3.2 The Underwriter (or the foregoing Fund), at its expense, shall be borne as provided under Article V. 3.2. The print and provide the Fund's prospectus shall state that then current statement of additional information free of charge to the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Company and the Fund shall provide a copy of such SAI to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.statement. 3.3. 3.3 The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing distribution (at the Fund's expense) to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so So long as and to the extent that the SEC or its staff continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or if and to the extent otherwise required by law, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account Account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding each Account participating in the Fund, all shares of each Portfolio attributable to policies and contracts for which no owner instructions have been received by the UnderwriterCompany and all shares of the Portfolio attributable to charges assessed by the Company against such policies and contracts will be voted for, voted against, or withheld from voting on any proposal in the same proportions as are the shares for which owner instructions have been received by the Company with respect to policies or contracts issued by such Account. To the extent the Company has so agreed with respect to an Account not registered with the SEC under the 1940 Act, all shares of each Portfolio held by the Account will be voted for, voted against or withheld from voting on any proposal in the same proportions as are the shares of such Portfolio for which contract owners' voting instructions have been received. If the Company has not so agreed, the Adviser shares of each Portfolio attributable to such unregistered Account will be voted for, voted against, or Designated Portfolios provided withheld from voting on any proposal in writing by the Fund, same proportions as are all other shares for which the Underwriter or Company has received voting instructions. Such foregoing standards will also be applied to the Adviser, none of the Fund, the Underwriter or the Adviser is responsible other Participating Insurance Companies. The Fund shall pay for the content costs of the prospectus or statement of additional information for the Contractssoliciting and tabulating such voting instructions.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract owners, then the Fund and Fund, Distributor and/or the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materialmaterials, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It is understood and agreed thatThe Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, except the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company GALIC with as many copies of the Fund's current prospectus (describing only for the Designated Portfolios listed on Schedule BPortfolio(s) as the Company GALIC may reasonably requestrequest for marketing purposes (including distribution to Contractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by the Company GALIC in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final camera-ready copy and computer diskette of the new current prospectus on computer diskette or other electronic means at for the Fund's expenseDesignated Portfolio(s)) and other assistance as is reasonably necessary in order for the Company GALIC once each year (or more frequently if the prospectus prospectuses for a the Designated Portfolio is Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios Portfolio(s) printed together in one document. Expenses with respect to The Fund and Adviser agree that the foregoing shall prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other portfolios or series that may be borne as provided under Article V.in the Fund unless required by law. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("SAI") for the Fund is available from be distributed to all Contractowners, then the Fund and Fund, Distributor and/or the Adviser shall provide GALIC with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereof, as GALIC may reasonably require to permit timely distribution thereof to Contractowners. The Adviser, Distributor and/or the Fund shall also provide a copy of such SAI SAIs to any Contractowner or prospective owner of a Contract who requests such SAI and from the Fund (although it is anticipated that such requests will be made to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.GALIC). 3.3. The Fund Fund, Distributor and/or Adviser shall provide the Company GALIC with copies of its the Fund's proxy material, reports to shareholders, stockholders and other communications to shareholders of stockholders for the Designated Portfolios Portfolio(s) in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall GALIC may reasonably require for distributing to Contract ownerspermit timely distribution thereof to Contractowners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding GALIC provided in writing by that party, GALIC shall not be responsible for the foregoing shall be borne as content of the prospectus or SAI for the Designated Portfolio(s). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The Company If and to the extent required by law GALIC shall: (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares of each Designated Portfolio held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote shares of each Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as fund Designated Portfolio(s) shares of such Designated Portfolio for which instructions have been receivedreceived from Contractowners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company GALIC reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies GALIC shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by GALIC and the Fund. The Fund agrees to promptly notify GALIC of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is understood not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and agreed thatwhen applicable, except 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.15.1. The Underwriter Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. The Distributor shall provide the Company with as many copies of the Fund's current prospectus (describing only of the Designated Portfolios listed on Schedule B) Fund as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expenseprospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to print together in one document the prospectus for a Designated Portfolio is amended) to have the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.2Fund. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Variable Contracts issued by the Company. 5.3. The Fund and the Distributor shall state that provide (1) at the Fund's expense, one copy of the Fund's current Statement of Additional Information ("SAI") for to the Fund is available from the Fund Company and the Fund shall provide a copy of such SAI to any owner of a Variable Contract issued by the Company who requests such SAI, (2) at the Company's expense, such additional copies of the Fund's current SAI and to the Company in such quantities as the Company may shall reasonably request. Expenses request and that the Company shall require in accordance with respect to applicable law in connection with offering the foregoing shall be borne as provided under Article V.Variable Contracts issued by the Company. 3.35.4. The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. Expenses with respect to owners of Variable Contracts issued by the foregoing shall be borne as provided under Article V. 3.4Company. The Fund, at the Company's expense, shall provide the Company shall:with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by the Company. (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, 5.5. For so long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract owners or to by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the extent otherwise required by law. The 1940 Act, the Company reserves the right to shall vote shares of each Designated Portfolio Series of the Fund held in any segregated asset account a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Series. The Company shall vote shares of a Series of the Fund held in a Separate Account or a subaccount thereof that are attributable to the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. The Company shall vote shares of each Series of the Fund held in its own rightgeneral account, if any, in the same proportion as the votes cast with respect to shares of the extent permitted by lawSeries held in all Separate Accounts of the Company or subaccounts thereof, in the aggregate. 3.55.6. The Fund reserves shall disclose in its prospectus that (1) shares of the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets Series of the Fund are offered to affiliated or any Designated Portfolio upon unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts, (2) due to differences in tax treatment or other considerations, the sole authorization interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in conflict, and (3) the Board of Trustees of the BoardFund will monitor for any material conflicts and determine what action, to if any, should be taken. The Fund hereby notifies the extent permitted by the laws Company that prospectus disclosure may be appropriate regarding potential risks of offering shares of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their Fund to separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed funding both variable annuity contracts and Shared Funding Exemptive Order variable life insurance policies and consistent with any reasonable standards that the Fund may adopt and provide in writingto separate accounts funding Variable Contracts of unaffiliated life insurance companies. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter 3.1 At least annually, the Trust or Distributor shall provide the Company with as many copies of the Fund's Trust’s current prospectus (describing only for the Designated Portfolios listed on Schedule BPortfolio(s) as the Company may reasonably requestrequest for marketing purposes (including distribution to Contract owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Fund thereof Trust or Distributor shall provide such documentation (including a final camera-ready copy and computer diskette of the new current prospectus on computer diskette or other electronic means at for the Fund's expenseDesignated Portfolio(s)) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus prospectuses for a the Designated Portfolio is Portfolio(s) are amended) to have the prospectus for the Contracts and the Trust’s prospectus for the Designated Portfolios Portfolio(s) printed together in one document. Expenses with respect to The Trust and Distributor agree that the foregoing shall prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other portfolios or series that may be borne as provided under Article V.in the Trust unless required by law. 3.2. 3.2 The Fund's Trust’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund Trust is available from the Fund Trust and the Fund Trust shall provide a copy the SAI free of such SAI charge to any current or prospective contract owner of a Contract who requests such SAI the SAI. The Trust and Distributor agree to provide the Company in such quantities with as many copies of the Company may SAI as reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.requested. 3.3. 3.3 The Fund Trust and/or Distributor shall provide the Company with copies of its the Trust’s proxy material, reports to shareholders, stockholders and other communications to shareholders of stockholders for the Designated Portfolios Portfolio(s) in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. Expenses with respect . 3.4 If and to the foregoing shall be borne as provided under Article V. 3.4. The extent required by law the Company shall: (ia) solicit Solicit voting instructions from Contract owners;. (iib) vote Vote the Designated Portfolio(s) shares of each Designated Portfolio held in the Account in accordance with instructions received from Contract owners; and. (iiic) vote shares of each Vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as fund Designated Portfolio(s) shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves the right to vote Trust shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. 3.5 The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Trust and agreed to by the Company and the Trust. The Trust agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.73.6 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). It is understood and agreed thatFurther, except the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 5.1 The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2 The Distributor shall provide the Company Insurer with as many copies of the Fund's current prospectus (describing only of the Designated Portfolios listed on Schedule B) Fund as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expenseprospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company once each year (Insurer to either print a stand-alone document or more frequently if print together in one document the prospectus for a Designated Portfolio is amended) to have the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Designated Portfolios printed together Fund, or a document combining the Fund prospectus with prospectuses of other funds in one document. Expenses with respect to which the foregoing shall Variable Contracts may be borne as provided under Article V. 3.2invested. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Insurer shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Variable Contracts issued by the Insurer. 5.3 The Fund and the Distributor shall state that provide, at the Fund's expense, such copies of the Fund's current Statement of Additional Information ("SAI") for as may reasonably be requested, to the Fund is available from the Fund Insurer and the Fund shall provide a copy of such SAI to any owner of a Variable Contract issued by the Insurer who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.SAI. 3.3. 5.4 The Fund Fund, at its expense, shall provide the Company Insurer with copies of its proxy materialmaterials, periodic reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract owners. Expenses with respect to owners of Variable Contracts issued by the foregoing shall be borne as provided under Article V. 3.4Insurer. The Company shall:Fund, at the Insurer's expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, 5.5 For so long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract owners or to by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the extent otherwise required by law. The Company reserves 1940 Act, the right to Insurer shall vote shares of each Designated Portfolio of the Fund held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Portfolio. The Insurer shall vote shares of a Portfolio of the Fund held in a Separate Account or a subaccount thereof that are attributable to the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Portfolio from whom instructions have been timely received. The Insurer shall vote shares of each Portfolio of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Portfolio held in any segregated asset account all Separate Accounts of the Insurer or subaccounts thereof, in the aggregate. 5.6 During such time as the Fund engages in Mixed Funding or Shared Funding, the Fund shall disclose in its own rightprospectus that (1) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board of Trustees of the Fund will monitor events in order to identify the extent permitted by law. 3.5existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Fund reserves hereby notifies the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale Insurer that prospectus disclosure may be appropriate regarding potential risks of all assets offering shares of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed funding both variable annuity contracts and Shared Funding Exemptive Order variable life insurance policies and consistent with any reasonable standards that the Fund may adopt and provide in writingto separate accounts funding Variable Contracts of unaffiliated life insurance companies. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter (or the Fund) shall provide the Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably requestrequest (at the Company’s expense with respect to other than existing Contract owners). If requested by the Company in lieu thereof, the Fund Underwriter (or the Fund) shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund’s prospectus for the Designated Portfolios printed together in one document. Expenses document (such printing to be at the Company’s expense with respect to other than existing Contract owners). 3.2 The Underwriter (or the foregoing Fund), at its expense, shall be borne as provided under Article V. 3.2. The print and provide the Fund's prospectus shall state that ’s then current statement of additional information free of charge to the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Company and the Fund shall provide a copy of such SAI to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.statement. 3.3. 3.3 The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing distribution (at the Fund’s expense) to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so 3.4 So long as and to the extent that the SEC or its staff continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or if and to the extent otherwise required by law, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Series for which instructions have been received. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account Account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts Account participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule A hereto, which standards will also be provided to the Fund may adopt and provide in writingother Participating Insurance Companies. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Fund Distributor shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract owners, then the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Distributor shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Distributor shall provide the Company with copies of the Fund’s proxy materialmaterials, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It is understood and agreed thatThe Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, except the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter INVESCO shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the FundCompany's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Insurance Company may reasonably request. If requested by the Insurance Company in lieu thereof, the Fund Company shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the FundCompany's expense) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for a Designated Portfolio the Company is amended) to have the prospectus for the Contracts and the Company's prospectus for the Designated Portfolios printed together in one document. Expenses with respect to document (at the foregoing shall be borne as provided under Article V.Insurance Company's expense). 3.2. The FundCompany's prospectus shall state that the current Statement of Additional Information for the Company (the "SAI") for is available from INVESCO (or in the Fund Company's discretion, the Prospectus shall state that the SAI is available from the Fund Company), and INVESCO (or the Fund Company), at its expense, shall print and provide a copy the SAI free of such SAI charge to the Insurance Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.SAI. 3.3. The Fund Company, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders, stockholders and other communications to shareholders of the Designated Portfolios stockholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. The If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Company shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote Company shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Company shares of such Designated Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.:

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule BA) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios or profile printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund available, and the Fund Underwriter (or the Fund), at its expense, shall provide a copy reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.SAI. 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.43.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares of each Designated Portfolio held in any segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, Adviser and the Fund shall provide to the Company such documentation (including a final copy of the new Fund's most current prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Portfolios' prospectus for printed (such printing to be at the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne Company's expense except as provided under Article V.in Section 5.3 hereof). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Adviser (or in the Fund's discretion, the Prospectus shall state that such SAI is available from the Fund), and the Fund Adviser (or the Fund), at its expense, shall print and provide a one copy of such SAI free of charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Statement. The Company may reasonably request. Expenses with respect to make additional copies of the foregoing shall be borne as provided under Article V.SAI at its expense. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect ; provided, however, that the Company shall bear the expenses for the costs of printing and distributing any proxy material, reports to shareholders and other communications to shareholders that are prepared at the foregoing shall be borne as provided under Article V.request of the Company. 3.4. The If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio for which instructions have been received, ; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawof Variable Insurance Products. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that the Fund may adopt and provide in writingthis Section. 3.73.5. It is understood and agreed that, except The Fund will comply with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none all provisions of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information (describing only the Designated Portfolios listed on Schedule B) “SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documentation documents (including a final print-ready PDF, or an electronic copy of the new prospectus documents in a format suitable for printing and posting on computer diskette or other electronic means at the Fund's expenseCompany’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to a single document or posted on the foregoing shall be borne as provided under Article V.Company’s web-site or printed individually by the Company if it so chooses. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.available. 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its proxy materialfees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, reports which notice will describe the manner in which the Company proposes to shareholdersmodify the information, and other communications to shareholders agrees that it may not modify such information in any way without the prior consent of the Designated Portfolios in such quantity as the Company Fund, which consent shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall not be borne as provided under Article V.unreasonably withheld. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been receivedSo long as, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, shall also provide such other information to the extent permitted by law. 3.5Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. The Fund reserves In the right, upon prior written notice to event that the Company (given at the earliest practicable time), to take all actions, including but not limited tochooses this option, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each properly “echo voting” shares of their separate accounts participating in a Designated Portfolio calculates for which no voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writinginstructions have been received. 3.7. It is understood (b) Solicit voting instructions from Contract holders itself and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none vote shares of the Fund, Portfolio in accordance with instructions received from Contract holders. The Company shall vote the Underwriter or the Adviser is responsible for the content shares of the prospectus or statement Portfolios for which no instructions have been received in the same proportion as shares of additional information the Portfolio for the Contractswhich instructions have been received.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter 3.1 MetLife (or the Fund) shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably requestrequest (at the Company's expense with respect to other than existing Contract owners). If requested by the Company in lieu thereof, MetLife (or the Fund Fund) shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses document (such printing to be at the Company's expense with respect to other than existing Contract owners). 3.2 MetLife (or the foregoing Fund), at its expense, shall be borne as provided under Article V. 3.2. The print and provide the Fund's prospectus shall state that then current statement of additional information free of charge to the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Company and the Fund shall provide a copy of such SAI to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.statement. 3.3. 3.3 The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing distribution (at the Fund's expense) to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so 3.4 So long as and to the extent that the SEC or its staff continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or if and to the extent otherwise required by law, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Series for which instructions have been received. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account Account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts Account participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule A hereto, which standards will also be provided to the Fund may adopt and provide in writingother Participating Insurance Companies. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule BA) as the Company may reasonably request. The Company shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company's expense). 3.2. 3.2 The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Company, and the Fund Underwriter (or the Fund), at its expense, shall provide a copy copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.SAI. 3.3. 3.3 The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. 3.4 The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.73.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). It is understood and agreed thatFurther, except the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus (describing or, if requested by the Company, a version of the Fund's prospectus that includes only the Designated Portfolios listed on Schedule B) of the Fund that are used to fund the Company's contracts, as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on computer diskette or other electronic means set in type at the Fund's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for a Designated Portfolio is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus for the Designated Portfolios printed together in one document. Expenses with respect to In such case the foregoing Fund shall be borne bear its share of expenses as provided under Article V.described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Fund Underwriter (or the Fund) shall provide a copy of such SAI Statement, at its expense, to the Company-and to any owner of or participant under a Contract who requests such SAI Statement or, at the Company's expense, to any prospective contractowner and to the Company in applicant who requests such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.statement. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.existing contractowners or participants. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Fund shares of each Designated Portfolio held in an Account in accordance with instructions in structions received from Contract ownerscontractowners or participants; and (iii) vote Fund shares of each Designated Portfolio held in an Account for which no timely instructions have been received received, in the same proportion as fund Fund shares of such Designated Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund may adopt will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing.accordance with the SEC interpretation of the requirements of 3.7. It is understood and agreed that, except Section 16(a) with respect to information regarding periodic elections of directors and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Fund Underwriter (or the Fund), at its expense, shall print and provide a copy such Statement free of such SAI charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided owners or Participants under Article V.Contracts. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund may adopt will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing.accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 3.7. It is understood and agreed that, except (a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter ING VPI shall provide the Company with as many copies a sufficient quantity of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereofits prospectus, the Fund shall provide such documentation (including a final copy SAI and any supplements to any of the new prospectus on computer diskette or other electronic means at the Fund's expense) and other assistance as is reasonably necessary in order for the Company these materials once each year (or more frequently if these materials are amended), to be used in connection with the prospectus for offerings and transactions contemplated by this Agreement. In addition, ING VPI shall provide the Company with a Designated Portfolio is amended) sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of ING VPI providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that ING VPI transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have the prospectus for the Contracts and the prospectus for the Designated Portfolios such materials printed together in one document. Expenses with respect similar materials of other Account funding media that the Company or any distributor will distribute to the foregoing shall be borne as provided under Article V.existing or prospective Contract owners or participants. 3.2. The FundING VPI's prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund ING VPI is available from the Fund ING VPI, and the Fund ING VPI shall provide a copy the SAI free of such SAI charge to any owner of a Contract or to any prospective Contract owner who requests such the SAI. Distributor and ING VPI, as appropriate, agree to provide to Company with as many copies of the SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.requested by Company. 3.3. The Fund ING VPI, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, proxy material and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect distribution to the foregoing Contract owners or participants. The Company shall respond to requests for documents regarding ING VPI in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be borne as provided under Article V.sent within three (3) business days from the date of request. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) shall vote the all ING VPI shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawlaw and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote ING VPI shares of each Designated Portfolio held in any segregated asset separate account in its each Company's own right, to the extent permitted by law. 3.5law and the Mixed and Shared Funding Exemptive Order. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio ING VPI calculates voting privileges as required by in a manner consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.73.5. It is understood and agreed that, except ING VPI will comply with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none all applicable provisions of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter 3.1 Except as otherwise provided in Article 5, the Distributor shall provide the Company (at the Company' expense) with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expenseexpense - in lieu thereof, such final copy may be provided, if requested by the Company, electronically or through camera ready film) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently frequently, if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts each Contract and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company' expense). 3.2. 3.2 The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Distributor (or in the Fund's discretion, the prospectus shall state that such Statement is available from the Fund), and the Fund Distributor (or the Fund), at its expense, shall print and provide a copy such Statement free of such SAI charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. 3.3 The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect . 3.4 If and to the foregoing shall be borne as provided under Article V. 3.4. The extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iiic) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawof Contracts. The Company reserves reserve the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies Company shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that this Section. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund may adopt will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Funds are not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing.accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 3.7. It is understood and agreed that, except (a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company Allianz with as many copies of the Fund's current prospectus (describing only for the Designated Portfolios listed on Schedule BPortfolio(s) as the Company Allianz may reasonably requestrequest for marketing purposes (including distribution to Contractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by the Company Allianz in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final camera-ready copy and computer diskette of the new current prospectus on computer diskette or other electronic means at for the Fund's expenseDesignated Portfolio(s)) and other assistance as is reasonably necessary in order for the Company Allianz once each year (or more frequently if the prospectus prospectuses for a the Designated Portfolio is Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios Portfolio(s) printed together in one document. Expenses with respect to The Fund and Adviser agree that the foregoing shall prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other portfolios or series that may be borne as provided under Article V.in the Fund unless required by law. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("SAI") for the Fund is available from be distributed to all Contractowners, then the Fund and Fund, Distributor and/or the Adviser shall provide Allianz with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereof, as Allianz may reasonably require to permit timely distribution thereof to Contractowners. The Adviser, Distributor and/or the Fund shall also provide a copy of such SAI SAIs to any Contractowner or prospective owner of a Contract who requests such SAI and from the Fund (although it is anticipated that such requests will be made to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Allianz). 3.3. The Fund Fund, Distributor and/or Adviser shall provide the Company Allianz with copies of its the Fund's proxy material, reports to shareholders, stockholders and other communications to shareholders of stockholders for the Designated Portfolios Portfolio(s) in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall Allianz may reasonably require for distributing to Contract ownerspermit timely distribution thereof to Contractowners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding Allianz provided in writing by that party, Allianz shall not be responsible for the foregoing shall be borne as content of the prospectus or SAI for the Designated Portfolio(s). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The Company If and to the extent required by law Allianz shall: : (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares of each Designated Portfolio held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote shares of each Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as fund Designated Portfolio(s) shares of such Designated Portfolio for which instructions have been receivedreceived from Contractowners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company Allianz reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies Allianz shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by Allianz and the Fund. The Fund agrees to promptly notify Allianz of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is understood not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and agreed thatwhen applicable, except 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company (at the Underwriter's expense) with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Underwriter (or in the Fund's discretion, from the Fund), and the Fund Underwriter (or the Fund), at its expense, shall provide a copy such Statement of such SAI Additional Information free of charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy materialstatements, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. The If and to the extent required by law, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by in a manner consistent with the Mixed and standards set forth in the Shared Funding Exemptive Order and consistent rules and regulations of the SEC, which standards will also be provided to other Participating Insurance Companies. 3.5. The Fund will comply with any reasonable standards that all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund may adopt will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing.accordance with the SEC's interpretation of the requirements of Section 16 3.7. It is understood and agreed that, except (a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information (describing only the “SAI”), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolios listed on Schedule B) Portfolio as the Company may reasonably requestrequest to deliver to existing Contract owners and for marketing of the Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documentation documents (including a final “camera-ready” copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the new prospectus documents in a format suitable for posting on computer diskette or other electronic means at the Fund's expenseCompany’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one documenta single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. Expenses The expenses associated with respect to the foregoing printing and providing such documentation shall be borne as provided under set forth in Article V. 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.available. 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its proxy materialfees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, reports which notice will describe the manner in which the Company proposes to shareholdersmodify the information, and other communications to shareholders agrees that it may not modify such information in any way without the prior consent of the Designated Portfolios in such quantity as the Company Fund, which consent shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall not be borne as provided under Article V.unreasonably withheld. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been receivedSo long as, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Designated Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Designated Portfolios for which no instructions have been received in the same proportion as shares of the Designated Portfolio for which instructions have been received. 3.5. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset its general account in its own right, to the extent permitted by lawapplicable laws. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus (describing or, if requested by the Company, a version of the Fund's prospectus that includes only the Designated Portfolios listed on Schedule B) of the Fund that are used to fund the Company's contracts, as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on computer diskette or other electronic means set in type at the Fund's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for a Designated Portfolio is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus for the Designated Portfolios printed together in one document. Expenses with respect to In such case the foregoing Fund shall be borne bear its share of expenses as provided under Article V.described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Fund Underwriter (or the Fund) shall provide a copy of such SAI Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such SAI Statement or, at the Company's expense, to any prospective contractowner and to the Company in applicant who requests such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.statement. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, if -any, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.existing contractowners or participants. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Fund shares of each Designated Portfolio held in an Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Fund shares of each Designated Portfolio held in an Account for which no timely instructions have been received received, in the same proportion as fund Fund shares of such Designated Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund may adopt will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing.accordance with the SEC interpretation of the requirements of 3.7. It is understood and agreed that, except Section 16(a) with respect to information regarding periodic elections of Directors and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available from the Fund Company (or in the Fund’s discretion, from the Fund), and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Company (or in the Fund's discretion, from the Fund), and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information (describing only the "SAI"), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolios listed on Schedule B) Portfolio as the Company may reasonably requestrequest to deliver to existing Contract owners and for marketing of the Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documentation documents (including a final "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the new prospectus documents in a format suitable for posting on computer diskette or other electronic means at the FundCompany's expensewebsite, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one documenta single document or posted on the Company's web-site or printed individually by the Company if it so chooses. Expenses The expenses associated with respect to the foregoing printing and providing such documentation shall be borne as provided under set forth in Article V. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.available. 3.3. The Fund shall provide the Company with copies information regarding the Fund's expenses, which information may include a table of its proxy materialfees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, reports which notice will describe the manner in which the Company proposes to shareholdersmodify the information, and other communications to shareholders agrees that it may not modify such information in any way without the prior consent of the Designated Portfolios in such quantity as the Company Fund, which consent shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall not be borne as provided under Article V.unreasonably withheld. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been receivedSo long as, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or to the extent otherwise required by law, the Company shall, at the Company's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, shall also provide such other information to the extent permitted by law. 3.5Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. The Fund reserves In the right, upon prior written notice to event that the Company (given at the earliest practicable time), to take all actions, including but not limited tochooses this option, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each properly "echo voting" shares of their separate accounts participating in a Designated Portfolio calculates for which no voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writinginstructions have been received. 3.7(b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. It is understood and agreed that, except with respect to information regarding The Company shall vote the Fund, shares of the Underwriter, the Adviser or Designated Portfolios provided for which no instructions have been received in writing by the Fund, the Underwriter or the Adviser, none same proportion as shares of the Fund, the Underwriter or the Adviser is responsible Designated Portfolio for the content of the prospectus or statement of additional information for the Contractswhich instructions have been received.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Fund Underwriter (or the Fund), at its expense, shall print and provide a copy such Statement free of such SAI charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided owners or Participants under Article V.Contracts. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract contract owners; and and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund may adopt will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing.accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 3.7. It is understood and agreed that, except (a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed 4.1 Except for such accounts which are designated on Schedule B) A as the Company may reasonably request. If requested by the Company in lieu thereofXxxxxx Hartford Separate Accounts, the Fund Trust shall provide such documentation (including a final camera ready copy of the new prospectus on computer diskette or other electronic means at the Fund's expenseits prospectus) and other assistance as is reasonably necessary in order for the Company Companies once each year (or more frequently if the prospectus for a Designated Portfolio the Trust is amended) to have the prospectus or prospectuses for the Contracts and the Trust's prospectus for the Designated Portfolios printed together in one document. Expenses with respect or more documents (such printing to be at the foregoing shall be borne as provided under Article V.Companies' expense). 3.2. 4.2 The FundTrust's prospectus Prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund Trust is available from the Fund Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Fund Underwriter (or the Trust), at its expense, shall print and provide a copy such Statement free of such SAI charge to each Company and to any owner of a Contract or prospective owner who requests such SAI and to Statement. 4.3 Except for such accounts which are designated on Schedule A as Xxxxxx Hartford Separate Accounts, the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Trust, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing distribution to the Contract owners. Expenses with respect , such distribution to be at the foregoing expense of the Company. 4.4 Each Company shall be borne vote all Trust shares as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawlaw and the Shared Funding Exemptive Order. The Each Company reserves the right to vote Trust shares of each Designated Portfolio held in any segregated asset separate account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts law and the 1940 Act. 3.6Shared Funding Exemptive Order. Participating Insurance Companies Each Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by in a manner consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.74.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). It is understood Further, the Trust will act in accordance with the Securities and agreed that, except Exchange Commission's interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of Trustees and with whatever rules the FundCommission may promulgate with respect thereto. 4.6 Notwithstanding anything herein to the contrary, the Underwriter, allocation of responsibility for printing and distributing of prospectuses and shareholder reports for Xxxxxx/Hartford Accounts and the Adviser or Designated Portfolios payment of the expenses therefor shall be as provided in writing the Business Agreement. The Trust shall pay the costs of printing and distributing proxy statements to holders of contracts issued by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsXxxxxx/Hartford Accounts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information (describing only the "SAI"), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolios listed on Schedule BPortfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) as the Company may reasonably requestrequest to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Fund shall provide such documentation documents (including a final "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the new prospectus documents in a format suitable for posting on computer diskette or other electronic means at the FundCompany's expensewebsite, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one documenta single document or posted on the Company's web-site or printed individually by the Company if it so chooses. Expenses with respect to the foregoing The Adviser shall be borne permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing. The expenses associated with printing and providing such documentation shall be as provided under set forth in Article V. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.available. 3.3. The Fund shall provide the Company with copies information regarding the Fund's expenses, which information may include a table of its proxy materialfees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, reports which notice will describe the manner in which the Company proposes to shareholdersmodify the information, and other communications to shareholders agrees that it may not modify such information in any way without the prior consent of the Designated Portfolios in such quantity as the Company Fund, which consent shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall not be borne as provided under Article V.unreasonably withheld. 3.4. The Fund will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act. 3.5. In the event a meeting of shareholders of the Fund (or any Designated Portfolio) is called by the Trustees, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio(s) shares of each Designated Portfolio held in the Account in accordance with instructions received from Contract owners; and; (iii) vote the Portfolio(s) shares of each Designated Portfolio held in the Account for which no instructions have been received received, in the same proportion as fund Portfolio(s) shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to owners; and (iv) take responsibility for assuring that the extent otherwise required by law. The Company reserves the right to vote shares of each Designated Portfolio held Accounts calculate voting privileges in any segregated asset account in its own right, to the extent permitted by law. 3.5a manner consistent with other Participating Insurance Companies. The Fund reserves the right, upon prior written notice and Adviser agree to assist the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Actother Participating Insurance Companies in carrying out this responsibility. 3.6. Participating Insurance Companies The Fund and the Adviser shall be responsible provide the Company with as much notice as is reasonably possible under the circumstances of any prospectus stickers or supplements for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingPortfolio. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Distributor shall provide the Company with as many copies of the each Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Fund Distributor shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios a Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract owners, then the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Distributor shall provide the Company with copies of its each Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from a Fund. 3.3. The Distributor shall provide the Company with copies of the Funds’ proxy materialmaterials, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as provided under Article V.responsible for the content of the prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding a Fund or a Portfolio, the Distributor, provides in writing by the Distributor, the Distributor is not responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Distributor on behalf of a Fund and agreed to by the Company and the Distributor. The Distributor agrees to promptly notify the Company of any changes of interpretations or amendments of a Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It is understood The Distributor agrees that the Funds will comply with all provisions of the 1940 Act requiring voting by shareholders and agreed that, except that the Funds will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide It is understood and agreed that, except with respect to information regarding Insurer provided in writing by that party, Insurer is not responsible for the Company with as many copies content of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus for the Contracts and the prospectus SAI for the Designated Portfolios printed together in one documentPortfolio(s). Expenses It is also understood and agreed that, except with respect to information regarding the foregoing shall be borne as Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI If and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.4. The Company extent required by law Insurer shall: (i) solicit voting instructions from Contract ownersOwners; (ii) vote the Designated Portfolio(s) shares of each Designated Portfolio held in the Account in accordance with instructions received from Contract owners; Owners: and (iii) vote shares of each Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion pro-portion as fund Designated Portfolio(s) shares of such Designated Portfolio for which instructions have been receivedreceived from Contract Owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company Insurer reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.3. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies Insurer shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by Insurer and the Fund. The Fund agrees to promptly notify Insurer of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order Order. 3.4. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and consistent with any reasonable standards that in particular the Fund will either provide for annual meetings (except insofar as the SEC may adopt interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing. 3.7. It is understood and agreed that, except accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide 3.1 Unless the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company parties otherwise agree in lieu thereofwriting, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses with respect The expense of printing the Fund's prospectus for distribution to the foregoing existing owners of Contracts shall be borne as provided under Article V.by the Underwriter or the Fund. The expense of printing the Fund's prospectus for distribution to prospective customers shall be governed by a Distribution Agreement between the Company and the Underwriter. 3.2. 3.2 The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Company, and the Fund Underwriter (or the Fund), at its expense, shall print and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.SAI. 3.3. 3.3 The Fund (or the Underwriter), at its expense, shall provide the Company with copies of its the Fund's proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect The Fund (or the Underwriter) shall bear the expense of mailing the Fund's proxy material and other communications to contract owners. The Fund (or the foregoing Underwriter) shall be borne as provided under Article V.bear the expense of mailing Fund reports (including the Fund's semi-annual and annual reports) to Contract owners. 3.4. 3.4 The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingadopt. 3.73.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). It is understood and agreed thatFurther, except the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information (describing only the Designated Portfolios listed on Schedule B) “SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documentation documents (including a final print-ready PDF, or an electronic copy of the new prospectus documents in a format suitable for printing and posting on computer diskette or other electronic means at the Fund's expenseCompany’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to a single document or posted on the foregoing shall be borne as provided under Article V.Company’s web-site or printed individually by the Company if it so chooses. 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.available. 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its proxy materialfees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, reports which notice will describe the manner in which the Company proposes to shareholdersmodify the information, and other communications to shareholders agrees that it may not modify such information in any way without the prior consent of the Designated Portfolios in such quantity as the Company Fund, which consent shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall not be borne as provided under Article V.unreasonably withheld. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been receivedSo long as, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset its general account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Actapplicable laws. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that If the Fund may adopt and provide the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in writing. 3.7. It is understood Schedule C of this Agreement, then each party to the Agreement represents and agreed that, except warrants that it complies with respect to information the requirements of Rule 498 and applicable SEC guidance regarding the FundRule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the Underwriter, terms included in the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none attached Schedule C as of the Fund, the Underwriter or the Adviser is responsible for the content effective date of the prospectus or statement of additional information for the Contractsthis Agreement.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus prospectus, including any amendments thereof, (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus such documentation on computer diskette or other electronic means as requested by the Company at the Fund's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available from the Fund Fund, and the Fund shall provide a copy of such SAI SAI, including any amendments thereof, to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts. It is also understood and agreed that, except with respect to information regarding the Company and the Contracts provided in writing by the Company, the Company is not responsible for the content of the prospectus or statement of additional information for the Fund. The Fund, the Underwriter and the Adviser agree that information provided to the Company for inclusion in the prospectus or statement of additional information for the Contracts will be provided in writing. Similarly, the Company agrees that information provided to the Fund, the Underwriter or the Adviser for inclusion in the prospectus or statement of additional information of the Fund will be provided in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Distributor or Fund shall provide such documentation (including a final camera-ready copy and computer diskette of the new current prospectus on computer diskette or other electronic means at for the Fund's expenseDesignated Portfolio(s)) and other assistance as is reasonably necessary in order for the Company Insurance Parties once each year (or more frequently if the prospectus prospectuses for a the Designated Portfolio is Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund’s prospectus for the Designated Portfolios Portfolio(s) printed together in one document. Expenses The Fund agrees that in the future, the Insurance Parties may request that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) describe only the Designated Portfolio(s) and not name or describe any other portfolios or series that may be in the Fund, unless required by law. The Fund or Distributor, as applicable agree to assist the Insurance Parties in obtaining the required information from XXXXX and the expenses associated with respect to the foregoing shall this form of distribution will be borne as provided under Article V.in accordance with Schedule C. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract Owners, then the Fund and and/or Distributor shall provide the Insurance Parties in portable document format (i.e., PDF) only the Fund’s SAI or documentation thereof for the Designated Portfolio(s), with expenses to be borne in accordance with Schedule C, as the Insurance Parties may reasonably require to permit timely distribution thereof to Contract Owners. The Fund shall also provide a copy of such SAI SAIs to any Contract Owner or prospective owner of a Contract who requests such SAI and from the Fund (although it is anticipated that such requests will be made to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Insurance Parties). 3.3. The Fund and/or Distributor shall provide the Company Insurance Parties with copies of its the Fund’s proxy material, reports to shareholders, stockholders and other communications to shareholders of stockholders for the Designated Portfolios Portfolio(s) in such quantity portable document format (i.e., PDF) only, with expenses to be borne in accordance with Schedule C, as the Company shall Insurance Parties may reasonably require for distributing to permit timely distribution thereof to Contract ownersOwners, as required by law. 3.4. Expenses It is understood and agreed that, except with respect to information regarding an Insurance Party provided in writing by that Party, such Insurance Party is not responsible for the foregoing shall be borne as provided under Article V.content of the prospectus or SAI for the Designated Portfolio(s). 3.43.5. The Company If and to the extent required by law each Insurance Party shall: (i) solicit voting instructions from Contract ownersOwners; (ii) vote the Designated Portfolio(s) shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract ownersOwners; and (iii) vote shares of each Designated Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as fund Designated Portfolio(s) shares of such Designated Portfolio for which instructions have been receivedreceived from Contract Owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves Insurance Parties reserve the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company (at the Underwriter’s expense) with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus for the Designated Portfolios printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company’s expense). 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Underwriter (or in the Fund’s discretion, from the Fund), and the Fund Underwriter (or the Fund), at its expense, shall provide a copy such Statement of such SAI Additional Information free of charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy materialstatements, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. The If and to the extent required by law, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by in a manner consistent with the Mixed and standards set forth in the Shared Funding Exemptive Order and consistent rules and regulations of the SEC, which standards will also be provided to other Participating Insurance Companies. 3.5. The Fund will comply with any reasonable standards that all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund may adopt will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing. 3.7. It is understood and agreed that, except accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the FundTrust's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide provide, at the Trust's expense, such documentation (including a final copy of the new a current prospectus on set in type, a computer diskette disk or other electronic means at medium agreed to by the Fund's expense) parties and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Trust's prospectus for a Designated Portfolio is amendedamended more frequently) to have the new prospectus for the Contracts and the prospectus for the Designated Portfolios Trust printed together with other prospectuses in one document. Expenses with respect to ; in such case at the foregoing shall be borne as provided under Article V.Company's expense. 3.2. The FundTrust's prospectus shall state that the current Statement statement of Additional Information ("SAI") additional information for the Fund Trust is available from the Fund and Underwriter (or, in the Fund Trust's discretion, the Prospectus shall provide a copy of state that such SAI to any owner of a Contract who requests such SAI and to statement is available from the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Trust). 3.3. The Fund Trust, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for require. The Trust shall bear the cost of distributing proxy material to existing Contract owners. Expenses with respect owners or participants and the Company shall bear the cost of distributing reports to the foregoing shall be borne as provided under Article V.shareholder and other communications to shareholders to existing Contract owners or participants. 3.4. The Trust hereby notifies the Company that it is appropriate to include in the prospectuses pursuant to which the Contracts are offered disclosure cross-referencing the discussion in the Trust's prospectus on the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (i1) solicit assist in the solicitation of voting instructions from Contract ownersowners or participants; (ii2) vote the Trust shares of held in each Designated Portfolio Separate Account in accordance with instructions received from Contract ownersowners or participants; and (iii3) vote Trust shares of held in each Designated Portfolio Separate Account for which no timely instructions have been received received, in the same proportion as fund Trust shares of such Designated Portfolio Fund for which instructions have been received, received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves the right to vote Trust shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Exemptive Order Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and consistent Shared Funding Order. 3.6. The Trust will comply with any reasonable standards all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Fund Commission may adopt interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b) of the 1940 Act. Further, the Trust will act in writing.accordance with the Commission's interpretation of the requirements of Section 16 3.7. It is understood and agreed that, except (a) with respect to information regarding periodic elections of Trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract owners, then the Fund and Fund, Distributor and/or the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materialmaterials, reports to shareholders, contract owners and other communications to shareholders of the Designated Portfolios contract owners in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It is understood and agreed thatThe Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, except the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 5.1 The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2 The Distributor shall provide the Company Insurer with as many copies of the Fund's current prospectus (describing only of the Designated Portfolios listed on Schedule B) Fund as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the new Fund’s prospectus on computer diskette as set in type or other electronic means at the Fund's expensein camera-ready copy) and other assistance as is reasonably necessary in order for the Company once each year (Insurer to either print a stand-alone document or more frequently if print together in one document the prospectus for a Designated Portfolio is amended) to have the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Designated Portfolios printed together Fund, or a document combining the Fund prospectus with prospectuses of other funds in one document. Expenses with respect to which the foregoing shall Variable Contracts may be borne as provided under Article V. 3.2invested. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Insurer shall bear the expense of printing copies of the Fund's ’s prospectus that are used in connection with offering the Variable Contracts issued by the Insurer. 5.3 The Fund and the Distributor shall state that provide, at the Fund’s expense, such copies of the Fund’s current Statement of Additional Information ("“SAI"”) for as may reasonably be requested, to the Fund is available from the Fund Insurer and the Fund shall provide a copy of such SAI to any owner of a Variable Contract issued by the Insurer who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.SAI. 3.3. 5.4 The Fund Fund, at its expense, shall provide the Company Insurer with copies of its proxy materialstatements, periodic reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract owners. Expenses with respect to owners of Variable Contracts issued by the foregoing shall be borne as provided under Article V. 3.4Insurer. The Company shall:Fund, at the Insurer’s expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund’s proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, 5.5 For so long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract owners or to by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the extent otherwise required by law. The Company reserves 1940 Act, the right to Insurer shall vote shares of each Designated Portfolio of the Fund held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Portfolio. The Insurer shall vote shares of a Portfolio of the Fund held in a Separate Account or a subaccount thereof that are attributable to the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Portfolio from whom instructions have been timely received. The Insurer shall vote shares of each Portfolio of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Portfolio held in any segregated asset account all Separate Accounts of the Insurer or subaccounts thereof, in the aggregate. 5.6 During such time as the Fund engages in Mixed Funding or Shared Funding, the Fund shall disclose in its own rightprospectus that (1) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board of Trustees of the Fund will monitor events in order to identify the extent permitted by law. 3.5existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Fund reserves hereby notifies the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale Insurer that prospectus disclosure may be appropriate regarding potential risks of all assets offering shares of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed funding both variable annuity contracts and Shared Funding Exemptive Order variable life insurance policies and consistent with any reasonable standards that the Fund may adopt and provide in writingto separate accounts funding Variable Contracts of unaffiliated life insurance companies. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on computer diskette or other electronic means set in type at the Fund's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for a Designated Portfolio is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus for the Designated Portfolios printed together in one document. Expenses with respect to In such case the foregoing Fund shall be borne bear its share of expenses as provided under Article V.described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Fund Underwriter (or the Fund) shall provide a copy of such SAI Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such SAI Statement or, at the Company's expense, to any prospective contractowner and to the Company in applicant who requests such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.statement. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.existing contractowners or participants. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Fund shares of each Designated Portfolio held in the Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Fund shares of each Designated Portfolio held in the Account for which no timely instructions have been received received, in the same proportion as fund Fund shares of such Designated Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund may adopt will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing.accordance with the SEC interpretation of the requirements of Section 16 3.7. It is understood and agreed that, except (a) with respect to information regarding periodic elections of directors and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.12.1 The Trust will prepare and be responsible for filing with the SEC and any state regulatory authorities requiring such filing all shareholder reports, proxy materials and prospectuses and statements of additional information of the Trust. The Underwriter shall Trust will bear the costs of registration and qualification of the shares of the Funds, preparation and filing of the documents listed in this Section 2.1, and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of each of the Companies, the Trust will either (a) provide the Company with as many copies of the FundTrust's current prospectus (describing only prospectus, statement of additional information, annual report, semi-annual report, proxy materials and other shareholder communications, including any amendments or supplements to any of the Designated Portfolios listed on Schedule B) foregoing, as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation ; or (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expenseb) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund shall provide the Company with camera ready copies of its proxy materialsuch documents in a form suitable for printing. Subject to Section 4.1 hereof, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; expenses of furnishing such documents for marketing purposes will be borne by the Companies, (ii) vote expenses of furnishing prospectuses and prospectus supplements to current Contract owners will be borne by the shares Companies, and (iii) expenses of each Designated Portfolio furnishing documents referred to in clause (a) above (other than prospectuses and supplements thereto) to current Contract owners will be borne by the Trust. The Companies assume sole responsibility for ensuring that the Trust's proxy materials are delivered to Contract owners in accordance with instructions received from Contract owners; andapplicable federal and state securities laws. (iii) vote shares 2.3 The Trust will use its best efforts to provide the Companies, on a timely basis, with such information about the Trust, the Funds and the investment adviser and any subadvisers to any Fund, as the Companies may reasonably request in connection with the preparation of each Designated Portfolio for which no instructions have been received in registration statements, prospectuses and other materials relating to the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so Contracts. 2.4 As long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract owners, each of the Companies (i) will provide pass-through voting privileges to Contract owners or to whose Contract values are invested, through Accounts registered with the extent otherwise required by law. The Company reserves SEC under the right to vote 1940 Act, in shares of each Designated Portfolio held in any segregated asset account in its own rightthe Funds, (ii) may, to the extent permitted it deems appropriate, provide pass-through voting privileges to Contract owners whose contract values are invested, through Accounts which are not so registered with the SEC, in shares of the Funds, (iii) when it provides pass-through voting privileges to Contract owners whose Contract values are invested through an Account in shares of a Fund, will vote shares held in that Account for which no Contract owner instructions are timely received by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at in the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets same proportion as those shares of the Fund or held in that Account for which Contract owner instructions are timely received, and (iii) will vote shares of a Fund which it is otherwise entitled to vote on any Designated Portfolio upon matter in the sole authorization of same proportion as the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except instructions which it has timely received from Contract owners with respect to information regarding that matter. Notwithstanding the Fundforegoing, each of the Underwriter, Companies may vote shares of a Fund in such other manner as may be required or permitted by Rule 6e-2 or Rule 6e-3(T) under the Adviser 1940 Act or Designated Portfolios provided in writing otherwise by the Fund, the Underwriter SEC or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contractsits staff.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract owners, then the Fund and Fund, Distributor and/or the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy material, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is understood not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and agreed thatwhen applicable, except 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Trust or Distributor shall provide the Company with as many copies of the Fund's Trust’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Fund Distributor or Trust shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Trust is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Trust printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from Trust be distributed to all Contract owners, then the Fund and Trust and/or the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Distributor shall provide the Company with copies of its the Trust’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Trust shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Trust. 3.3. The Trust and/or the Distributor shall provide the Company with copies of the Trust’s proxy materialmaterials, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as responsible for the content of the prospectus or SAI for the Trust. It is also understood and agreed that, except with respect to information regarding the Trust, the Distributor, the Adviser or the Portfolios provided under Article V.in writing by the Trust, the Distributor or the Adviser, neither the Trust, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Trust shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Trust and agreed to by the Company and the Trust. The Trust agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Trusting Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It is understood and agreed thatThe Trust will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, except the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto. 3.8. The Trust hereby notifies the Company that Prospectus disclosure may be appropriate regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none potential risks of offering shares of the Fund, the Underwriter or the Adviser is responsible for the content Trust to Separate Accounts funding both variable annuity contracts and variable life insurance policies and to separate accounts funding Variable Contracts of the prospectus or statement of additional information for the Contractsunaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. The 3.1 At the option of the Company, the Fund or the Underwriter as they shall determine, will either: (a) provide the Company with as many copies of the Fund's current prospectus (describing only prospectus, statement of additional information, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the Designated Portfolios listed on Schedule B) foregoing, as the Company may will reasonably request. If requested ; or (b) provide the Company with a camera-ready copy, computer disk or other medium agreed to by the parties of such documents in a form suitable for printing. The Fund or the Underwriter as they shall determine will bear the cost of typesetting such documents. The Fund or the Underwriter as they shall determine will bear the cost of printing and distributing such documents to existing Contract owners who have Contract value allocated to a Designated Portfolio and the Company in lieu thereofwill bear the cost of printing and distributing such documents to prospective Contract owners and applicants; provided, that the Fund will bear the costs of printing and distributing proxy materials related to proxy votes initiated by the Fund, and the Company shall bear the expenses of printing and distributing proxy materials related to proxy votes initiated by the Company. 3.2 The Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at Company with information regarding the Fund's expense) expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other assistance as is reasonably necessary descriptive document relating to a Contract. The Company agrees that it will use such information in order for the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company once each year (or more frequently if proposes to modify the prospectus for a Designated Portfolio is amended) to have information, and agrees that it may not modify such information in any way without the prospectus for prior consent of the Contracts and the prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.Fund. 3.2. 3.3 The Fund's prospectus shall state that , at its expense, or at the current Statement expense of Additional Information ("SAI") for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. 3.4 The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares of each Designated Portfolio held in any segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information (describing only the Designated Portfolios listed on Schedule B) “SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documentation documents (including a final print-ready PDF, or an electronic copy of the new prospectus documents in a format suitable for printing and posting on computer diskette or other electronic means at the Fund's expenseCompany’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to a single document or posted on the foregoing shall be borne as provided under Article V.Company’s web-site or printed individually by the Company if it so chooses. 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.available. 3.3. The Fund shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the Underwriterform provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the Adviser or Designated Portfolios provided manner in writing by which the FundCompany proposes to modify the information, and agrees that it may not modify such information in any way without the Underwriter or the Adviser, none prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4. Pursuant to Rule 30e-3 under the Underwriter Investment Company Act of 1940 (“Rule 30e-3”), the Company shall ensure that the following Fund materials with respect to each Portfolio on Schedule A are posted to a website hosted and maintained by the Company or its third party vendor: (i) current report to shareholders; (ii) prior report to shareholders; (iii) complete portfolio holdings from reports containing a summary schedule of investments; and (iv) portfolio holdings for most recent first and third fiscal quarters (items (i) through (iv) collectively, the Adviser is responsible for “Required Materials”). To assist the content Company in fulfilling its Rule 30e-3 obligations, the Fund shall send a .pdf file of the prospectus or statement Required Materials to xxxxxxxxx@xxxxxxxxxxxxx.xxx as soon as practicable after filing with the SEC but no later than fifty-five (55) days after the close of additional information the period for which the ContractsRequired Materials are being made. The Company shall provide a paper notice to Contract owners, fulfill ad hoc requests from Contract owners for a paper copy of any of the Required Materials, and fulfill Contract owner elections to receive future Fund shareholder reports in paper, all as required by Rule 30e-3. Contract owner elections to receive future Fund shareholder reports in paper shall be governed by Section 3.1. Rule 30e-3 expenses shall be borne in accordance with Schedule B hereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter If applicable state or federal laws or regulations require that prospectuses for the Fund be distributed to all Contract Owners, then at least annually, the Adviser or Distributor shall provide the Company Insurance Parties with as many copies of the Fund's current prospectus (describing only for the Designated Portfolios listed on Schedule BPortfolio(s) as the Company Insurance Parties may reasonably requestrequest for marketing purposes (including distribution to Contract Owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by the Company Insurance Parties in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final camera-ready copy and computer diskette of the new current prospectus on computer diskette or other electronic means at for the Fund's expenseDesignated Portfolio(s)) and other assistance as is reasonably necessary in order for the Company Insurance Parties once each year (or more frequently if the prospectus prospectuses for a the Designated Portfolio is Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios Portfolio(s) printed together in one document. Expenses The Fund and Adviser agree that in the future, the Insurance Parties may request that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) describe only the Designated Portfolio(s) and not name or describe any other portfolios or series that may be in the Fund, unless required by law. Should the Insurance Parties determine that they will make the prospectuses available in an electronic format, the Fund, Adviser or Distributor, as applicable agree to assist the Insurance Parties in obtaining the required information from XXXXX and the expenses associated with respect to the foregoing shall this form of distribution will be borne as provided under Article V.in accordance with Schedule C hereof. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("SAI") for the Fund is available from be distributed to all Contract Owners, then the Fund and Fund, Distributor and/or the Adviser shall provide the Insurance Parties with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Insurance Parties may reasonably require to permit timely distribution thereof to Contract Owners. The Adviser and/or the Fund shall also provide a copy of such SAI SAIs to any Contract Owner or prospective owner of a Contract who requests such SAI and from the Fund (although it is anticipated that such requests will be made to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Insurance Parties). 3.3. The Fund Fund, Distributor and/or Adviser shall provide the Company Insurance Parties with copies of its the Fund's proxy material, reports to shareholders, stockholders and other communications to shareholders of stockholders for the Designated Portfolios Portfolio(s) in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall Insurance Parties may reasonably require for distributing to permit timely distribution thereof to Contract ownersOwners, as required by law. 3.4. Expenses It is understood and agreed that, except with respect to information regarding an Insurance Party provided in writing by that party, such Insurance Party is not responsible for the foregoing shall be borne as provided under Article V.content of the prospectus or SAI for the Designated Portfolio(s). 3.43.5. The Company If and to the extent required by law each Insurance Party shall: (i) solicit voting instructions from Contract ownersOwners; (ii) vote the Designated Portfolio(s) shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract ownersOwners; and (iii) vote shares of each Designated Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as fund Designated Portfolio(s) shares of such Designated Portfolio for which instructions have been receivedreceived from Contract Owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves Insurance Parties reserve the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves will comply with all provisions of the right1940 Act requiring voting by shareholders, upon prior written notice and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Company Fund currently intends, comply with Section 16(c) of the 1940 Act (given at although the earliest practicable timeFund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b), to take all actions, including but not limited to. Further, the dissolution, termination, merger and sale of all assets Fund will act in accordance with the SEC's interpretation of the Fund or any Designated Portfolio upon the sole authorization requirements of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.12.1 The Trust will prepare and be responsible for filing with the SEC and any state regulatory authorities requiring such filing all shareholder reports, proxy materials and prospectuses and statements of additional information of the Trust. The Underwriter shall Trust will bear the costs of registration and qualification of the shares of the Funds, preparation and filing of the documents listed in this Section 2.1, and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of each of the Companies, the Trust will either (a) provide the Company with as many copies of the FundTrust's current prospectus (describing only prospectus, statement of additional information, annual report, semi-annual report, proxy materials and other shareholder communications, including any amendments or supplements to any of the Designated Portfolios listed on Schedule B) foregoing, as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation ; or (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expenseb) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund shall provide the Company with camera ready copies of its proxy materialsuch documents in a form suitable for printing. Subject to Section 4.1 hereof, reports to shareholdersexpenses of furnishing such documents for marketing purposes will be borne by the Companies, and other communications expenses of furnishing such documents to shareholders of current Contract owners will be borne by the Designated Portfolios in such quantity as Trust. The Companies assume sole responsibility for ensuring that the Company shall reasonably require for distributing Trust's proxy materials are delivered to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio owners in accordance with instructions received from Contract owners; andapplicable federal and state securities laws. (iii) vote shares 2.3 The Trust will use its best efforts to provide the Companies, on a timely basis, with such information about the Trust, the Funds and the investment adviser and any subadvisers to any Fund, as the Companies may reasonably request in connection with the preparation of each Designated Portfolio for which no instructions have been received in registration statements, prospectuses and other materials relating to the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so Contracts. 2.4 As long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract owners, each of the Companies (i) will provide pass-through voting privileges to Contract owners or to whose Contract values are invested, through Accounts registered with the extent otherwise required by law. The Company reserves SEC under the right to vote 1940 Act, in shares of each Designated Portfolio held in any segregated asset account in its own rightthe Funds, (ii) may, to the extent permitted it deems appropriate, provide pass-through voting privileges to Contract owners whose contract values are invested, through Accounts which are not so registered with the SEC, in shares of the Funds, (iv) when it provides pass-through voting privileges to Contract owners whose Contract values are invested through an Account in shares of a Fund, will vote shares held in that Account for which no Contract owner instructions are timely received by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at in the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets same proportion as those shares of the Fund or held in that Account for which Contract owner instructions are timely received, and (iii) will vote shares of a Fund which it is otherwise entitled to vote on any Designated Portfolio upon matter in the sole authorization of same proportion as the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except instructions which it has timely received from Contract owners with respect to information regarding that matter. Notwithstanding the Fundforegoing, each of the Underwriter, Companies may vote shares of a Fund in such other manner as may be required or permitted by Rule 6e-2 or Rule 6e-3(T) under the Adviser 1940 Act or Designated Portfolios provided in writing otherwise by the Fund, the Underwriter SEC or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contractsits staff.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter Distributor shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) Prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means Prospectus as set in type at the Fund's expenseexpense - in lieu thereof, such final copy may be provided, if requested by the Company, electronically or through camera ready film) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently frequently, if the prospectus Prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts each Contract and the prospectus for the Designated Portfolios Fund's Prospectus printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company's expense). 3.2. 3.2 The Fund's prospectus Prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Distributor (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Fund Distributor (or the Fund), at its expense, shall print and provide a copy such Statement free of such SAI charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. 3.3 The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect . 3.4 If and to the foregoing shall be borne as provided under Article V. 3.4. The extent required by the 1940 Act or other applicable law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) and vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Each Participating Insurance Companies Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that the Fund may adopt and provide in writingthis Section. 3.7. It is understood and agreed that, except 3.5 The Fund will comply with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none all provisions of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.1940 Act requiring voting by shareholders

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Fund Underwriter (or the Fund), at its expense, shall print and provide a copy such Statement free of such SAI charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. The If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund may adopt will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing.accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 3.7. It is understood and agreed that, except (a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request, with expenses to be borne in accordance with Schedule A hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("SAI") for the Fund is available from be distributed to all Contract owners, then the Fund and Fund, Distributor and/or the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Adviser shall provide the Company with copies of its the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor, and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund's proxy material, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios shareholder; in such quantity quantity, with expenses to be borne in accordance with Schedule A hereof, as the Company shall may reasonably require for distributing to Contract permit timely distribution thereof to contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as provided under Article V.responsible for the consent of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provide in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions instruction have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the ex tent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners: and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through such voting privileges for variable contract owners or to by the extent otherwise required by lawinsurance company. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is understood not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and agreed thatwhen applicable, except 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter If applicable state or federal laws or regulations require that prospectuses for the Fund be distributed to all Contract owners, then at least annually, the Adviser or Distributor shall provide the Company Insurance Parties with as many copies of the Fund's current prospectus (describing only for the Designated Portfolios listed on Schedule BPortfolio(s) as the Company Insurance Parties may reasonably requestrequest for marketing purposes (including distribution to Contract owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by the Company Insurance Parties in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy PDF file of the new current prospectus on computer diskette or other electronic means at for the Fund's expenseDesignated Portfolio(s)) and other assistance as is reasonably necessary in order for the Company Insurance Parties once each year (or more frequently if the prospectus prospectuses for a the Designated Portfolio is Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios Portfolio(s) printed together in one document. Expenses Should the Insurance Parties determine that they will make the prospectuses available in an electronic format, the Fund, Adviser or Distributor, as applicable agree to assist the Insurance Parties in obtaining the required information from XXXXX and the expenses associated with respect to the foregoing shall this form of distribution will be borne as provided under Article V.in accordance with Schedule C hereof. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract owners, then the Fund and Fund, Distributor and/or the Adviser shall provide the Insurance Parties with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Insurance Parties may reasonably require to permit timely distribution thereof to Contract owners. The Adviser and/or the Fund shall also provide a copy of such SAI SAIs to any Contract owner of a Contract or prospective owner who requests such SAI and directly from the Fund (although it is anticipated that such requests will be made to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Insurance Parties). 3.3. The Fund Fund, Distributor and/or Adviser shall provide the Company Insurance Parties with copies of its the Fund's proxy material, reports to shareholders, stockholders and other communications to shareholders of stockholders for the Designated Portfolios Desig-nated Portfolio(s) in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall Insurance Parties may reasonably require for distributing to permit timely distribution thereof to Contract owners, as required by law. 3.4. Expenses It is understood and agreed that, except with respect to information regarding an Insurance Party provided in writing by that party, such Insurance Party is not responsible for the foregoing shall be borne as provided under Article V.content of the prospectus or SAI for the Designated Portfolio(s). 3.43.5. The Company If and to the extent required by law each Insurance Party shall: (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract ownersContractowners; and (iii) vote shares of each Designated Portfolio shares held in the Accounts for which no instructions have been received in the same proportion pro-portion as fund Designated Portfolio(s) shares of such Designated Portfolio for which instructions have been receivedreceived from Contractowners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves Insurance Parties reserve the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take will comply with all actions, including but not limited to, the dissolution, termination, merger and sale of all assets provisions of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted 1940 Act requiring voting by the laws of the Commonwealth of Massachusetts and the 1940 Actshareholders. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter Distributor shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) Prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means Prospectus as set in type at the Fund's expenseexpense — in lieu thereof, such final copy may be provided, if requested by the Company, electronically or through camera ready film) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently frequently, if the prospectus Prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts each Contract and the prospectus for the Designated Portfolios Fund's Prospectus printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company's expense). 3.2. 3.2 The Fund's prospectus Prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Distributor (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Fund Distributor (or the Fund), at its expense, shall print and provide a copy such Statement free of such SAI charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. 3.3 The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect . 3.4 if and to the foregoing shall be borne as provided under Article V. 3.4. The extent required by the 1940 Act or other applicable law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iiic) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Each Participating Insurance Companies Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that the Fund may adopt and provide in writingthis Section. 3.7. It is understood and agreed that, except 3.5 The Fund will comply with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none all provisions of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide such documentation (including a final camera-ready copy of the new its prospectus on computer diskette or other typeset electronic means at the Fund's expensedocument) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Trust is amended) to have the prospectus for the Contracts and the Trust’s prospectus for the Designated Portfolios printed together in one document. Expenses with respect or more documents (such printing to be at the foregoing shall be borne as provided under Article V.Company’s expense). 3.2. 3.2 The Fund's Trust’s prospectus shall state that the current Statement of Additional Information ("SAI"the “Statement”) for the Fund Trust is available from the Fund Underwriter or its designee (or in the Trust’s discretion, the Prospectus shall state that such Statement is available from the Trust), and the Fund Underwriter (or the Trust), shall print and provide a copy such Statement free of such SAI charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. 3.3 The Fund Trust, at its expense, shall provide the Company with as many printed copies of its proxy materialthe current prospectus(es), Statement, reports to shareholders, proxy material and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing distribution to the Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. 3.4 The Company shall: (i) solicit voting instructions from Contract owners; (ii) shall vote the all Trust shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawlaw and the Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares of each Designated Portfolio held in any segregated asset separate account in its own right, to the extent permitted by law. 3.5law and the Shared Funding Exemptive Order. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by in a manner consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.73.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). It is understood Further, the Trust will act in accordance with the Securities and agreed that, except Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Insurance Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Insurance Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Insurance Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract owners, then the Fund and Fund, Distributor and/or the Adviser shall provide the Insurance Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule B hereof, as the Insurance Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide a copy of such an SAI to any Contract owner of a Contract or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Insurance Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to the Company shareholders in such quantities quantity, with expenses to be borne in accordance with Schedule B hereof, as the Company may reasonably requestrequire to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Insurance Company provided in writing by that party, the Insurance Company shall not be borne as provided under Article V. 3.3. The Fund shall provide responsible for the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders content of the Designated Portfolios in such quantity as prospectus or SAI for the Company shall reasonably require for distributing to Contract ownersFund. Expenses It is also understood and agreed that, except with respect to information regarding the foregoing shall be borne as Fund, the Distributor, the Adviser or the Portfolios provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Insurance Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Insurance Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Insurance Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Insurance Company and the Fund. The Fund agrees to promptly notify the Insurance Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It is understood and agreed thatThe Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, except the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide such documentation (including a final camera-ready copy of the new prospectus on computer diskette or other electronic means at the Fund's expenseits Prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus Prospectus for a Designated Portfolio the Trust is amended) to have the prospectus Prospectus for the Contracts and the prospectus for the Designated Portfolios Trust's Prospectus printed together in one document. Expenses with respect or more documents (such printing to be at the foregoing shall be borne as provided under Article V.Company's expense). 3.2. 3.2 The FundTrust's prospectus Prospectus shall state that the current Statement of Additional Information ("SAI"the “Statement”) for the Fund Trust is available from the Fund Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Fund Underwriter (or the Trust), at its expense, shall print and provide a copy such Statement free of such SAI charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. 3.3 The Fund Trust, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, proxy material and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing distribution to the Contract owners. Expenses with respect , such distribution to be at the foregoing shall be borne as provided under Article V.expense of the Company, except for proxy materials which are at the expense of the Trust. 3.4. 3.4 The Company shall: (i) solicit voting instructions from Contract owners; (ii) shall vote the all Trust shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawlaw and the Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares of each Designated Portfolio held in any segregated asset separate account in its own right, to the extent permitted by law. 3.5law and the Shared Funding Exemptive Order. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by in a manner consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.73.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). It is understood Further, the Trust will act in accordance with the Securities and agreed that, except Exchange Commission's interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.15.1 The Insurer shall deliver such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. Such delivery may be accomplished through electronic means subject to the standards prescribed by the SEC. 5.2 The Underwriter Distributor shall provide the Company Insurer with as many copies of the Fund's current prospectus (describing only of the Designated Portfolios listed on Schedule B) Fund as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expenseprospectus as set in type or in camera-ready copy and/or in electronic form) and other assistance as is reasonably necessary in order for the Company once each year (Insurer to produce in printed and/or electronic form either a stand-alone document or more frequently if in a combined document together with the prospectus for a Designated Portfolio is amended) to have the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Designated Portfolios printed together Fund, or a document combining the Fund prospectus with prospectuses of other funds in one document. Expenses with respect to which the foregoing shall Variable Contracts may be borne as provided under Article V. 3.2invested. The Fund shall bear the proportionate expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners (whether in a stand-alone document or in a combined document), and the Insurer shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Variable Contracts issued by the Insurer. 5.3 The Fund and the Distributor shall state that provide, at the Fund's expense, such copies of the Fund's current Statement of Additional Information ("SAI") for as may reasonably be requested, to the Fund is available from the Fund Insurer and the Fund shall provide a copy of such SAI to any owner of a Variable Contract issued by the Insurer who requests such SAI and SAI. Such delivery may be accomplished through electronic means subject to the Company in such quantities as standards prescribed by the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.SEC. 3.3. 5.4 The Fund Fund, at its expense, shall provide the Company Insurer with copies of its proxy materialstatements, periodic reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract owners. Expenses with respect to owners of Variable Contracts issued by the foregoing shall be borne as provided under Article V. 3.4Insurer. The Company shall:Fund, at the Insurer's expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy or in electronic form) and other assistance as reasonably necessary in order for the Insurer to print or electronically deliver such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, 5.5 For so long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract owners or to by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the extent otherwise required by law. The Company reserves 1940 Act, the right to Insurer shall vote shares of each Designated Portfolio of the Fund held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Portfolio. The Insurer shall vote shares of a Portfolio of the Fund held in a Separate Account or a subaccount thereof that are attributable to the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Portfolio from whom instructions have been timely received. The Insurer shall vote shares of each Portfolio of the Fund held in each separate account, if any, in the same proportion as the votes cast with respect to shares of the Portfolio held in any segregated asset account all Separate Accounts of the Insurer or subaccounts thereof, in its own right, to the extent permitted by lawaggregate. 3.5. The Fund reserves 5.6 If and during the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of time as the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring engages in activities that each of their separate accounts participating in require a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that Order, the Fund shall disclose in its prospectus that (1) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may adopt arise, and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding (3) the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none Board of Trustees of the FundFund will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Fund hereby notifies the Underwriter or the Adviser is responsible for the content Insurer that prospectus disclosure may be appropriate regarding potential risks of offering shares of the prospectus or statement Fund to separate accounts funding both variable annuity contracts and variable life insurance policies and to separate accounts funding Variable Contracts of additional information for the Contractsunaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. The Subject to Section 6.1 and the applicable Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company Company, at its or its designee’s expense (including printing and shipping), with as many printed copies of the such Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) summary prospectuses as the Company may reasonably requestrequest for purposes of delivery to Contract owners in connection with their allocation to the Designated Portfolios (“first dollar delivery”), provided that the Company shall bear the expense of delivery of such summary prospectuses to such Contract owners. If requested by the Company in lieu thereofof providing printed paper summary prospectuses for first dollar delivery, the applicable Fund shall provide such documentation (including a final copy of the new summary prospectus on computer diskette or other in electronic means format (as agreed the parties) at the such Fund's expense) ’s expense and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus summary prospectuses for a Designated Portfolio is such Fund are amended) to have the prospectus for the registered Contracts and the prospectus for the Designated Portfolios printed such Fund’s summary prospectuses bound together in one documentdocument in accordance with applicable law (the “Wrapped Book”), including but not limited to, Rule 498 under the 1933 Act (such printing to be at the Company’s expense). Expenses The Company represents and warrants that any bundling and delivery of summary prospectuses (and statutory prospectuses) will be compliant with respect Rule 498(c) and the greater prominence requirements of Rule 498(f)(2). In connection with the Company’s obligation to deliver additional Fund documents pursuant to a request made directly to it, the Company shall obtain all such additional Fund documents from the website maintained by Fund and/or the Underwriter for purposes of complying with Rule 498(e), and shall not alter, in any way, such documents, and Company may maintain such documents on its product website with the Company assuming responsibility for keeping such Fund documents current, and the accuracy and fulfillment of orders for such documents. The Underwriter shall bear the expense of printing copies and delivery of summary prospectuses (or statutory prospectuses at its discretion) in connection with an annual delivery of such prospectuses to each Contract owner then invested in a Designated Portfolio (the “Fund’s annual update”). For the avoidance of doubt, neither the Fund nor the Underwriter shall bear any expense, including printing or delivery, in connection with the portions of any annual update initiated by the Company utilizing the Wrapped Book other than the commercially reasonable costs for the number of printed pages attributable to the foregoing shall be borne as provided under Article V.Fund’s summary prospectus in the Wrapped Book. 3.2. The Underwriter (or the applicable Fund's prospectus ), at its expense, shall state that provide electronic files suitable for printing and mailing, or a reasonable number of copies, of the current Statement SAI for such Fund free of Additional Information ("SAI") charge to the Company for the Fund is available from the Fund itself and the Fund shall provide a copy of such SAI to for any owner of a Contract who requests such SAI and to SAI. The Company shall be reimbursed for the commercially reasonable costs incurred by the Company in connection with printing from the electronic file provided, but not for any mailing costs irrespective of whether the SAI for such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as Fund was provided under Article V.electronically or in paper. 3.3. The applicable Fund shall provide the Company with information regarding such Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the applicable Fund. 3.4. The applicable Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy materialmaterial (including any Notice of Internet Availability of Proxy Material), reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect owners and shall reimburse Company for the costs of (a) postage and (b) printing of reports to shareholders and certain proxy related documents if furnished by the Fund to the foregoing shall be borne as provided under Article V.Company with instructions to distribute the proxy materials to the Contract owners. 3.43.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares of each Designated Portfolio held in any segregated asset account in its own rightthe same proportion as Fund shares of such Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.5. The applicable Fund reserves the rightshall be responsible for providing at its expense, upon prior written notice to the Company (given or at the earliest practicable time)expense of its designee, in connection with its proxy solicitation a proxy service to take all actionsassist in mailing, including but not limited tocontacting and responding to questions from, the dissolution, termination, merger Contract owners and sale of all assets shall be responsible for tallying responses from such Contract owners and informing Company of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Actproportional vote. 3.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their separate accounts Account participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the applicable Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter (or the Fund) shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably requestrequest (at the Company's expense with respect to other than existing Contract owners). If requested by the Company in lieu thereof, the Fund Underwriter (or the Fund) shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses document (such printing to be at the Company's expense with respect to other than existing Contract owners). 3.2 The Underwriter (or the foregoing Fund), at its expense, shall be borne as provided under Article V. 3.2. The print and provide the Fund's prospectus shall state that then current statement of additional information free of charge to the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Company and the Fund shall provide a copy of such SAI to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.statement. 3.3. 3.3 The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing distribution (at the Fund's expense) to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so 3.4 So long as and to the extent that the SEC or its staff continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or if and to the extent otherwise required by law, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Series for which instructions have been received. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account Account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts Account participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule A hereto, which standards will also be provided to the other Participating Insurance Companies. The Fund may adopt and provide in writing. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible shall pay for the content costs of the prospectus or statement of additional information for the Contractssoliciting and tabulating such voting instructions.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if it the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document. Expenses with respect document (such printing to be at the foregoing shall be borne as provided under Article V.Company's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Fund Underwriter (or the Fund), at its expense, shall print and provide a copy such Statement free of such SAI charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy materialstatements, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio portfolio for which instructions have been received, . so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund may adopt will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and provide when applicable, 16(b). Further, the Fund will act in writing.accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 3.7. It is understood and agreed that, except (a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request, with expenses to be borne in accordance with Schedule A hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("SAI") for the Fund is available from be distributed to all Contract owners, then the Fund and Fund, Distributor and/or the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Adviser shall provide the Company with copies of its the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund's proxy materialmaterials, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity quantity, with expenses to be borne in accordance with Schedule A hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It is understood and agreed thatThe Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, except the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request, with expenses to be borne in accordance with Schedule A hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract owners, then the Fund and Fund, Distributor and/or the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materialmaterials, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity quantity, with expenses to be borne in accordance with Schedule A hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It is understood and agreed thatThe Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, except the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 5.1 The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2 The Distributor shall provide the Company Insurer with as many copies of the Fund's current prospectus (describing only of the Designated Portfolios listed on Schedule B) Fund as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expenseprospectus as set in type or in camera-ready copy or electronically) and other assistance as is reasonably necessary in order for the Company once each year (Insurer to either print a stand-alone document or more frequently if print together in one document the prospectus for a Designated Portfolio is amended) to have the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Designated Portfolios printed together Fund, or a document combining the Fund prospectus with prospectuses of other funds in one document. Expenses with respect to which the foregoing shall Variable Contracts may be borne as provided under Article V. 3.2invested. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Insurer shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Variable Contracts issued by the Insurer. 5.3 The Fund and the Distributor shall state that provide, at the Fund's expense, such copies of the Fund's current Statement of Additional Information ("SAI") for as may reasonably be requested, to the Fund is available from the Fund Insurer and the Fund shall provide a copy of such SAI to any owner of a Variable Contract issued by the Insurer who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.SAI. 3.3. 5.4 The Fund Fund, at its expense, shall provide the Company Insurer with copies of its proxy materialstatements, periodic reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract owners. Expenses with respect to owners of Variable Contracts issued by the foregoing shall be borne as provided under Article V. 3.4Insurer. The Company shall:Fund, at the Insurer's expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy or electronically) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, 5.5 For so long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract owners or to by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the extent otherwise required by law. The Company reserves 1940 Act, the right to Insurer shall vote shares of each Designated Portfolio of the Fund held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Portfolio. The Insurer shall vote shares of a Portfolio of the Fund held in a Separate Account or a subaccount thereof that are attributable to the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Portfolio from whom instructions have been timely received. The Insurer shall vote shares of each Portfolio of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Portfolio held in any segregated asset account all Separate Accounts of the Insurer or subaccounts thereof, in the aggregate. 5.6 During such time as the Fund engages in Mixed Funding or Shared Funding, the Fund shall disclose in its own rightprospectus that (1) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board of Trustees of the Fund will monitor events in order to identify the extent permitted by law. 3.5existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Fund reserves hereby notifies the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale Insurer that prospectus disclosure may be appropriate regarding potential risks of all assets offering shares of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed funding both variable annuity contracts and Shared Funding Exemptive Order variable life insurance policies and consistent with any reasonable standards that the Fund may adopt and provide in writingto separate accounts funding Variable Contracts of unaffiliated life insurance companies. 3.7. It is understood and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information (describing only the Designated Portfolios listed on Schedule B) “SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documentation documents (including a final print-ready PDF, or an electronic copy of the new prospectus documents in a format suitable for printing and posting on computer diskette or other electronic means at the Fund's expenseCompany’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to a single document or posted on the foregoing shall be borne as provided under Article V.Company’s web-site or printed individually by the Company if it so chooses. 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.available. 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its proxy materialfees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, reports which notice will describe the manner in which the Company proposes to shareholdersmodify the information, and other communications to shareholders agrees that it may not modify such information in any way without the prior consent of the Designated Portfolios in such quantity as the Company Fund, which consent shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall not be borne as provided under Article V.unreasonably withheld. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been receivedSo long as, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, shall also provide such other information to the extent permitted by law. 3.5Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. The Fund reserves In the right, upon prior written notice to event that the Company (given at the earliest practicable time), to take all actions, including but not limited tochooses this option, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each properly “echo voting” shares of their separate accounts participating in a Designated Portfolio calculates for which no voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writinginstructions have been received. 3.7. It is understood (b) Solicit voting instructions from Contract holders itself and agreed that, except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none vote shares of the Fund, Portfolio in accordance with instructions received from Contract holders. The Company shall vote the Underwriter or the Adviser is responsible for the content shares of the prospectus or statement Portfolios for which no instructions have been received in the same proportion as shares of additional information the Portfolio for the Contractswhich instructions have been received.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request, with expenses to be borne in accordance with Schedule A hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract owners, then the Fund and Fund, Distributor and/or the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy material, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity quantity, with expenses to be borne in accordance with Schedule A hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided under Article V.in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is understood not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and agreed thatwhen applicable, except 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide such documentation (including a final camera-ready copy of the new prospectus on computer diskette or other electronic means at the Fund's expenseits prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Trust is amended) to have the prospectus for the Contracts and the Trust's prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.2or more documents. The Fundcost of printing prospectuses for the Contracts and the Trust for delivery in connection with the offering and sale of new Contracts will be at the Underwriter's prospectus expense. Printing of prospectuses for other purposes will be at the Company's expense. The Company will bear the expense of mailing prospectuses to new purchasers of Contracts. 3.2 The Trust's Prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund Trust is available from the Fund Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Fund Underwriter (or the Trust), at its expense, shall print and provide a copy such Statement free of such SAI charge to the Company and free of charge to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.Statement. 3.3. 3.3 The Fund Trust, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, proxy material and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing distribution to the Contract owners. Expenses with respect to the foregoing , such distribution shall be borne as at the expense of the Trust, provided under Article V.that the Trust and the Company shall bear their proportional share of the distribution expenses of any report containing both the Trust's and the Accounts' financial reports. 3.4. 3.4 The Company shall: (i) solicit voting instructions from Contract owners; (ii) shall vote the all Trust shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawlaw and the Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares of each Designated Portfolio held in any segregated asset separate account in its own right, to the extent permitted by law. 3.5law and the Shared Funding Exemptive Order. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by in a manner consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.73.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). It is understood and agreed thatFurther, except the Trust will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, Adviser and the Fund shall provide to the Company such documentation (including a final copy of the new Fund's most current prospectus on computer diskette or other electronic means as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the Portfolios' prospectus for printed in a combined document with the Designated Portfolios printed together prospectuses of other funds invested in one document. Expenses with respect by the Account (such printing to be at the foregoing shall be borne Company's expense except as provided under Article V.in Section 5.3 hereof). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund Adviser (or in the Fund's discretion, the Prospectus shall state that such SAI is available from the Fund), and the Fund Adviser (or the Fund), at its expense, shall print and provide a one copy of such SAI free of charge to the Company and to any owner of a Contract or prospective owner who requests such SAI and to the Company in such quantities as the Statement. The Company may reasonably request. Expenses with respect to make additional copies of the foregoing shall be borne as provided under Article V.SAI at its expense. 3.3. The Fund Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect ; provided, however, that the Company shall bear the expenses for the costs of printing and distributing any proxy material, reports to shareholders and other communications to shareholders that are prepared at the foregoing shall be borne as provided under Article V.request of the Company. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote Fund shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund Fund shares of such Designated Portfolio for which instructions have been received, ; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawof Variable Insurance Products. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that the Fund may adopt and provide in writingthis Section. 3.73.5. It is understood and agreed that, except The Fund will comply with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none all provisions of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed 4.1 Except for such accounts which are designated on Schedule B) A as the Company may reasonably request. If requested by the Company in lieu thereofPutnam Hartford Xxxxxate Accounts, the Fund Trust shall provide such documentation (including a final camera ready copy of the new prospectus on computer diskette or other electronic means at the Fund's expenseits prospectus) and other assistance as is reasonably necessary in order for the Company Companies once each year (or more frequently if the prospectus for a Designated Portfolio the Trust is amended) to have the prospectus or prospectuses for the Contracts and the Trust's prospectus for the Designated Portfolios printed together in one document. Expenses with respect or more documents (such printing to be at the foregoing shall be borne as provided under Article V.Companies' expense). 3.2. 4.2 The FundTrust's prospectus Prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund Trust is available from the Fund Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Fund Underwriter (or the Trust), at its expense, shall print and provide a copy such Statement free of such SAI charge to each Company and to any owner of a Contract or prospective owner who requests such SAI and to Statement. 4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Xxxxxate Accounts, the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Trust, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing distribution to the Contract owners. Expenses with respect , such distribution to be at the foregoing expense of the Company. 4.4 Each Company shall be borne vote all Trust shares as provided under Article V. 3.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawlaw and the Shared Funding Exemptive Order. The Each Company reserves the right to vote Trust shares of each Designated Portfolio held in any segregated asset separate account in its own right, to the extent permitted by law. 3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts law and the 1940 Act. 3.6Shared Funding Exemptive Order. Participating Insurance Companies Each Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by in a manner consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.74.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). It is understood Further, the Trust will act in accordance with the Securities and agreed that, except Exchange Commission's interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of Trustees and with whatever rules the FundCommission may promulgate with respect thereto. 4.6 Notwithstanding anything herein to the contrary, the Underwriter, allocation of responsibility for printing and distributing of prospectuses and shareholder reports for Putnam/Hartford Xxxxxnts and the Adviser or Designated Portfolios payment of the expenses therefor shall be as provided in writing the Business Agreement. The Trust shall pay the costs of printing and distributing proxy statements to holders of contracts issued by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsPutnam/Hartford Xxxxxnts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Distributor shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) Prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on computer diskette or other electronic means at the Fund's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios Fund printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is available from be distributed to all Contract owners, then the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V. 3.3. The Fund Distributor shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Distributor shall provide the Company with copies of the Fund’s proxy materialmaterials, reports to shareholders, shareholders and other communications to shareholders of the Designated Portfolios in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. Expenses It is understood and agreed that, except with respect to information regarding the foregoing Company provided in writing by that party, the Company shall not be borne as responsible for the content of the Prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, or the Portfolios provided under Article V.in writing by the Fund or the Distributor, neither the Fund nor the Distributor are responsible for the content of the Prospectus or SAI for the Contracts. 3.43.5. The If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares of each Designated Portfolio held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares of each Designated Portfolio held in the Accounts for which no instructions have been received in the same proportion as fund Portfolio shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder. 3.7. It is understood and agreed thatThe Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, except the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of directors or trustees and with whatever rules the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser, none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the ContractsSEC may promulgate with respect thereto.